Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereof, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, (A) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is in default under any Company Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. (i) Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as set forth in Section 5.03(k)(i) of the date hereofFNBB’s Disclosure Schedule, neither it FNBB nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, (A) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annum, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of FNBB or any of its Subsidiaries to indemnification from FNBB or any of its Subsidiaries, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other than in compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the ordinary course of business consistent with past practiceTransaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $100,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (EG) containing a “most favored nation” clause which relates to the incurrence of indebtedness or other similar term providing preferential pricing or treatment to a party guaranty of any liability (other than deposit liabilities, advances and loans from the Company FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of FNBB or any of its subsidiariesSubsidiaries, (I) that which involves the purchase or sale of assets with a purchase price of $75,000 or more in any single case or $200,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is material a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $100,000 or more in annual fees, (K) which relates to the Company settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by FNBB or any of its subsidiariesSubsidiaries, (N) which restricts the conduct of any business by FNBB or any of its Subsidiaries or limits the freedom of FNBB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires FNBB or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (FO) providing for the indemnification by the Company which is with respect to, or its subsidiaries of any Person (other than customary agreements with vendors providing goods otherwise commits FNBB or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in default under Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Company Material ContractContract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and there has not occurred any event thatthe Bank Merger Agreement and the consummation of the Transaction. True, with correct and complete copies of all such Material Contracts have been made available to TriCo as of the lapse of time or the giving of notice or both, would constitute such a defaultdate hereof.

Material Contracts; Defaults. (1) Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereof, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, K or (2) in the case of the Company, (A) that contains (x) contains any non-competition noncompetition or exclusive dealing agreements or other agreement or obligation which that purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or conducted, (y) any agreement that grants any right of first refusal or refusal, right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, or (z) relates to the incurrence of indebtedness (other than deposit liabilities and advances and loans from the FHLB of New York incurred in the ordinary course of business consistent with past practice) by the Company or any of its subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 500,000 over its remaining term, other than loans, funding arrangements, OREO-related arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect relates to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) is with or relates to a labor union or guild (including any collective bargaining agreement), (E) containing contains a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing provides for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the CompanyCompany and OREO-related arrangements), (G) relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties, (H) relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect, (I) provides for material payments to be made by the Company or any of its subsidiaries upon a change in control thereof, or (J) relates to material Proprietary Rights. Each agreement, contract, arrangement, commitment or understanding of the Company of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract.”. Neither the Company nor any of its subsidiaries is in default under any Company Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereof, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the CompanyCompany only, (A) any agreement, contract, arrangement, commitment or understanding that contains (xA) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) Subsidiaries is or would be conducted or (yB) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries subsidiaries; (or, following consummation 3) in the case of the transactions contemplated herebyCompany only, Parent any agreement, contract, arrangement, commitment or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) understanding that involves performance of services or delivery of goods or materials toto or by, or expenditures byor receipts of, the Company it or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term300,000, other than loans, funding arrangements and other transactions made any loan commitment entered in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, ; (C4) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course case of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company only, any joint venture, partnership or similar arrangement providing for the sharing of profits, losses, costs or liabilities by it or any of its subsidiariessubsidiaries with any other Person; and (5) that is material to in the case of the Company or its subsidiariesonly, or (F) any agreement providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company PNC nor any of its subsidiaries subsidiaries, nor Seller nor any of its subsidiaries, is in default under any Company Material Contractmaterial contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements (i) With respect to XBKS, except as set forth in Section 3.3(j) of its Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits on the exhibit list included in its latest annual report on Form 10-K filed prior to its Regulatory Filingsthe date of this Agreement), as of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-KK that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement, (2) in the case of the Company, (Aii) that contains (x) any non-competition prohibits or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect restricts the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent Subsidiaries or any of its subsidiariespersonnel in any geographic area or its or their ability to compete in any line of business, (iii) is with respect to employment of an officer, director or consultant, including any employment, severance, termination, consulting or retirement agreement, (iv) that would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company terminable other than by it or any of its subsidiaries (orSubsidiaries or under which a material payment obligation would arise or be accelerated, following in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated herebyherein (either alone or upon the occurrence of any additional acts or events), Parent (v) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein, (vi) pursuant to which XBKS or one of its Subsidiaries leases real property to or from any other person, (vii) for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $250,000 per year, (viii) involves Intellectual Property (other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to its business or the business of any of its Subsidiaries, (ix) relating to the borrowing of money by it or any of its subsidiaries) to own, operate, sell, transfer, pledge Subsidiaries or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company guarantee by it or any of its subsidiaries Subsidiaries of an amount or value in excess of $200,000 over its remaining term, any such obligation (other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, contracts pertaining to fully-secured repurchase agreement payables or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreementtrade payables), (Ex) containing a “most favored nation” clause relating to the provision of data processing, network communication or other similar term providing preferential pricing technical services or treatment to a party (other than the Company or its subsidiariesxi) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (i) through (x) above (any such being referred to as a an “Company XBKS Material Contract”). Neither With respect to each XBKS Material Contract: (A) the Company contract is in full force and effect, (B) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractthereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (C) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2016 to the date hereof, and (D) no other party to any such contract is, to its Knowledge, in default in any material respect.

Material Contracts; Defaults. Except for those agreements (i)Set forth in Section 3.3(i)(i) of Holding Company’s Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits on the exhibit list included in its latest annual report on Form 10-K filed prior to its Regulatory Filings, as the date of this Agreement) is a list that includes each of the date hereoffollowing agreements, neither it nor contracts, arrangements, commitments or understandings (whether written or oral) that Holding Company or any of its subsidiaries Holding Company Subsidiary is a party to, bound by or subject to any agreementto, contractas of the date hereof (each, arrangementa “Holding Company Contract” and collectively, commitment or understanding “Holding Company Contracts”): (1A) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-K, (2) K that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the case date of the Company, (A) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or businessthis Agreement, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any of its directors, officers, employees or consultants, (C) which would entitle any present or former director, officer, employee or agent of Holding Company or a Holding Company Subsidiary to indemnification from Holding Company or a Holding Company Subsidiary, (D) which is ​ ​ an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $100,000 per year and/or has a termination fee, (E) which relates to the incurrence of indebtedness by Holding Company or Bank Subsidiary (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (F) which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of Holding Company or a Holding Company Subsidiary, (G) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $150,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (DH) with which provides for the payment by Holding Company or a Holding Company Subsidiary of payments upon a change in control thereof, (I) which is a lease for any real or material personal property owned or presently used by Holding Company or a Holding Company Subsidiary, (J) which materially restricts the conduct of any business by Holding Company or a Holding Company Subsidiary or limits the freedom of Holding Company or a Holding Company Subsidiary to engage in any line of business in any geographic area (or to a labor union Holding Company’s Knowledge would so restrict Towne or guild (including any collective bargaining agreement), (Eof its affiliates after consummation of the Transaction) containing a “most favored nation” clause or other similar term providing preferential pricing which requires exclusive referrals of business or treatment to a party (other than the requires Holding Company or its subsidiaries) that is material a Holding Company Subsidiary to the Company offer specified products or its subsidiariesservices to their customers or depositors on a priority or exclusive basis, or (FK) providing for the indemnification by the which is with respect to, or otherwise commits Holding Company or its subsidiaries of a Holding Company Subsidiary to do, any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k)foregoing. Holding Company has previously made available to Towne true, whether or not Previously Disclosed, is referred to as a “complete and correct copies of each such Holding Company Material Contract”. Neither the Company nor any of its subsidiaries is in default under any Company Material Contract, including any and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultall amendments and modifications thereto.

Material Contracts; Defaults. Except for those agreements (i) With respect to HomeTown, except as set forth in Section 3.3(j)(i) of its Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits to on the exhibit list included in its Regulatory FilingsAnnual Report on Form 10-K for the year ended December 31, 2017), as of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (A) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-K, (2) K that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the case date of the Company, (A) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or businessthis Agreement, (B) that involves performance prohibits or restricts the conduct of services or delivery of goods or materials to, or expenditures by, the Company business by it or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, Subsidiaries or any such agreement, contract, arrangement, commitment of its personnel in any geographic area or understanding that is terminable on 60 days its or less notice without payment their ability to compete in any line of any termination fee or penaltybusiness, (C) with respect to the employment of an officer, director or consultant, including any directorsemployment, officersseverance, employees termination, consulting or consultants, other than in the ordinary course of business consistent with past practiceretirement agreement, (D) with that would be terminable other than by it or to any of its Subsidiaries or under which a labor union material payment obligation would arise or guild be accelerated, in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated herein (including either alone or upon the occurrence of any collective bargaining agreementadditional acts or events), (E) containing that would require any consent or approval of a “most favored nation” clause counterparty as a result of the consummation of this Agreement or the transactions contemplated herein, (F) pursuant to which HomeTown or one of its Subsidiaries leases real property to or from any other person, (G) for the use or purchase of materials, supplies, goods, services, equipment or other similar term providing preferential pricing or treatment to a party assets that involves payments in excess of $150,000 per year, (H) involves Intellectual Property (other than contracts entered into in the Company ordinary course with customers and “shrink-wrap” software licenses) that is material to its business or the business of any of its subsidiariesSubsidiaries, (I) relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than contracts pertaining to fully-secured repurchase agreement payables or trade payables), (J) relating to the provision of data processing, network communication or other technical services or (K) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (A) through (J) above (any such contract being referred to as a “Company HomeTown Material Contract”). Neither With respect to each HomeTown Material Contract: (W) the Company contract is in full force and effect, (X) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractthereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (Y) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2017 to the date hereof, and (Z) no other party to any such contract is, to its Knowledge, in default in any material respect.

Material Contracts; Defaults. (1) Except for those agreements and other documents filed as exhibits or incorporated by reference to its Regulatory FilingsAnnual Report on Form 10-K for the fiscal year ended December 31, as of 2009 or filed or incorporated in any other NAL SEC Filing filed since December 31, 2009 and prior to the date hereofhereof or as Previously Disclosed, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (each, whether or not filed with the SEC, a “Material Contract”): (A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, ; (2) in the case of the Company, (AB) that contains (xi) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent obligates it or any of its subsidiariesSubsidiaries to conduct business with another person on an exclusive basis or restricts the ability of it or any of its Subsidiaries to conduct business with any person, (ii) to solicit customers limits, contains language that limits or would limit in any respect the manner in which, or the localities in which, all or any portion of the business of it or its affiliates is or could be conducted or the Company and types of business that it or its subsidiaries affiliates conduct or may conduct, (oriii) limits, following consummation contains language that limits or would limit in any way the ability of the transactions contemplated hereby, Parent it or any of its subsidiaries) is Subsidiaries to solicit prospective employees or customers or would be conducted so limit or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports purport to limit the ability of the Company FNFG or any of its subsidiaries affiliates to do so; (orC) to which any affiliate, following consummation officer, director, employee or consultant of the transactions contemplated hereby, Parent it or any of its subsidiaries) to own, operate, sell, transfer, pledge Subsidiaries is a party or otherwise dispose of any assets or business, beneficiary (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) except with respect to the employment of any Loans to directors, officers, officers and employees or consultants, other than entered into in the ordinary course of business consistent and in accordance with past practice, all applicable regulatory requirements and Benefit Arrangements); (D) with or to a labor union or guild (including any collective bargaining agreement)for the purchase of services, (E) containing a “most favored nation” clause materials, supplies, goods, equipment or other similar term providing preferential pricing assets or treatment to a party property that provides for, or that creates future payment obligations in excess of, either (other than i) annual payments of $500,000 or more, or (ii) aggregate payments of $1,000,000 or more; or (e) that was not entered into in the Company ordinary course of business or its subsidiaries) that is material to the Company it or its subsidiaries, financial condition or (F) providing for the indemnification by the Company or its subsidiaries results of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is in default under any Company Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultoperations.

Material Contracts; Defaults. (i) Except for those agreements and other the documents filed as exhibits to its Regulatory Filings, as set forth in Section 5.2(j) of the date hereofCompany Disclosure Schedule, neither it the Company nor any of its subsidiaries Subsidiaries is a party to, to or bound by or subject to any agreementto, contract, arrangement, commitment in each case whether written or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, oral: (A) any contract relating to the incurrence of indebtedness from a Third Party (including sale and leaseback transactions, capitalized lease transactions, and other similar financing transactions), including any such contract that contains provisions that in any non-de-minimis manner restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted that will be acquired, directly or indirectly, by Purchaser, (xB) any non-competition contract or exclusive dealing agreements any other contract or other agreement or material obligation which that purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of which the business of the Company and or any of its subsidiaries (orSubsidiaries, or following consummation of the transactions contemplated herebyTransaction, Parent Purchaser’s businesses, is or would be conducted, (C) any agreement that relates primarily to indemnification by the Company or any of its subsidiaries) is or would be conducted or Subsidiaries of any Person, (yD) any agreement joint venture or partnership contract, (E) any contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) Subsidiaries to own, operate, sell, transfer, pledge pledge, or otherwise dispose of any material amount of assets or business, business (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other in connection with financing transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than contracts entered into in the ordinary course of business and consistent with past practice, (D) practice that require the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to a labor union or guild (including any collective bargaining agreementthe contract), (EF) any contract providing for any future payments that are conditioned, in whole or in part, on a change of control of the Company or similar event, (G) any multi-year insurance contract, (H) any insurance contract containing any rate guarantees, rate caps or rate escalators, (I) any contract that contains a “most favored nation” clause or requires any type of exclusive dealing or similar arrangement by the Company or any of its Subsidiaries, (J) any material agency, sales representative, distributor or similar contract involving payments in excess of $100,000, (K) any reinsurance treaty or facultative reinsurance contract (in each case applicable to insurance in force or for which the Company or any of its Subsidiaries are entitled to any recovery), (L) any guarantees or “stop loss” agreements or arrangements, (M) any agreement or understanding with, or restriction imposed by, a Governmental Authority or other similar term providing preferential pricing Third Party relating to the payment of dividends or treatment maintenance of capital by the Company or any of its Subsidiaries, (N) any agreement or commitment to make any loan, advance, or capital contribution to, or investment in, any Person other than a party direct or indirect wholly owned Subsidiary of the Company, (O) all Leases, (N) any agreement granting or obtaining any right to use or practice any rights under any material Intellectual Property (other than the Company licenses for readily available commercial software having an acquisition price of less than $100,000), (P) any material outsourcing agreements (including those pursuant to which call center or its subsidiariescustomer service functions are performed), (Q) any other contracts not listed above that is involve annual revenues or annual expenditures in excess of $500,000, (R) any material contract as defined by Item 601(b)(10) of Regulation S-K and (S) any other contracts not listed above that are material to the Company or and its subsidiaries, or Subsidiaries taken as a whole (Fthe Contracts of a type covered by clauses (A) providing for the indemnification by the Company or its subsidiaries of any Person to (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is S) being referred to as a the “Material Contracts”). The Company has listed in Section 5.2(j)(i) of the Company Disclosure Schedule and made available to Purchaser true, correct and complete copies of each such Material Contract”. Neither the Company nor any of its subsidiaries is in default under any Company Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements as set forth in Section 3.3(j) of its Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits on the exhibit list included in its latest annual report on Form 10-K filed prior to its Regulatory Filingsthe date of this Agreement), as of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-KK that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement, (2) in the case of the Company, (Aii) that contains (x) any non-competition prohibits or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect restricts the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent Subsidiaries or any of its subsidiariespersonnel in any geographic area or its or their ability to compete in any line of business, (iii) is with respect to employment of an officer or director or engagement of a consultant, including any employment, severance, termination, consulting or retirement agreement, (iv) that would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company terminable other than by it or any of its subsidiaries (orSubsidiaries or under which a material payment obligation would arise or be accelerated, following in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated herebyherein (either alone or upon the occurrence of any additional acts or events), Parent (v) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein and involves payments in excess of $250,000 per year, (vi) pursuant to which it or one of its Subsidiaries leases real property to or from any other person, (vii) for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $250,000 per year, (viii) involves Intellectual Property (as defined herein), other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses, that is material to its business or the business of any of its Subsidiaries, (ix) relating to the borrowing of money by it or any of its subsidiaries) to own, operate, sell, transfer, pledge Subsidiaries or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company guarantee by it or any of its subsidiaries Subsidiaries of an amount or value in excess of $200,000 over its remaining term, any such obligation (other than loansdeposit liabilities, funding arrangements advances and other transactions made loans from the Federal Home Loan Bank of Atlanta, or contracts pertaining to fully-secured repurchase agreement payables or trade payables, in each case entered into in the ordinary course of the banking party’s business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ex) containing a “most favored nation” clause relating to the provision of data processing, network communication or other similar term providing preferential pricing technical services that is material to its business or treatment to a party the business of any of its Subsidiaries and involves payments in excess of $250,000 per year or (other than the Company or its subsidiariesxi) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (i) through (x) above (any such being referred to as a “Company Material Contract”). Neither With respect to each Material Contract: (A) the Company contract is in full force and effect, (B) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractthereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (C) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2020 to the date hereof, (D) no other party to any such contract is, to its Knowledge, in default in any material respect, and (E) no other party to any such contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any such contract as a result of the Pandemic or the Pandemic Measures.

Material Contracts; Defaults. Except for those agreements as set forth in Section 3.3(j) of its Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits on the exhibit list included in its latest annual report on Form 10-K filed prior to its Regulatory Filingsthe date of this Agreement), as of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-KK that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement, (2) in the case of the Company, (Aii) that contains (x) any non-competition prohibits or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect restricts the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent Subsidiaries or any of its subsidiariespersonnel in any geographic area or its or their ability to compete in any line of business, (iii) is with respect to employment of an officer, director or consultant, including any employment, severance, termination, consulting or retirement agreement, (iv) that would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company terminable other than by it or any of its subsidiaries (orSubsidiaries or under which a material payment obligation would arise or be accelerated, following in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated hereby, Parent herein (either alone or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose upon the occurrence of any assets additional acts or businessevents), (Bv) that involves performance would require any consent or approval of services a counterparty as a result of the consummation of this Agreement or delivery of goods the transactions contemplated herein, (vi) pursuant to which the annualized rent or materials tolease payments are, or expenditures byare reasonably expected to be, in excess of $50,000, (vii) for the Company use or any purchase of its subsidiaries of an amount materials, supplies, goods, services, equipment or value other assets that involves payments in excess of $200,000 over its remaining termper year, (viii) involves Intellectual Property (other than loans, funding arrangements and other transactions made contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to its business or the business of any of its Subsidiaries, (ix) relating to the banking business, borrowing of money by it or any such agreement, contract, arrangement, commitment of its Subsidiaries or understanding that is terminable on 60 days the guarantee by it or less notice without payment any of its Subsidiaries of any termination fee or penalty, such obligation (C) with respect to the employment of any directors, officers, employees or consultants, other than contracts pertaining to fully-secured repurchase agreement payables or trade payables and contracts relating to borrowings or guarantees made in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ex) containing a “most favored nation” clause relating to the provision of data processing, network communication or other similar term providing preferential pricing technical services or treatment to a party (other than the Company or its subsidiariesxi) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (i) through (x) above (any such being referred to as a “Company Material Contract”). Neither With respect to each Material Contract: (A) the Company contract is in full force and effect, (B) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractthereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (C) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2016 to the date hereof, and (D) no other party to any such contract is, to its Knowledge, in default in any material respect.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereof, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “"material contract” " within the meaning of Item 601(b)(10) of the SEC’s 's Regulation S-K, (2) in the case of the CompanyCompany only, (A) any agreement, contract, arrangement, commitment or understanding that contains (xA) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (yB) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries subsidiaries; (or, following consummation 3) in the case of the transactions contemplated herebyCompany only, Parent any agreement, contract, arrangement, commitment or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) understanding that involves performance of services or delivery of goods or materials toto or by, or expenditures byor receipts of, the Company it or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term300,000, other than loans, funding arrangements and other transactions made any loan commitment entered in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, ; (C4) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course case of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company only, any joint venture, partnership or similar arrangement providing for the sharing of profits, losses, costs or liabilities by it or any of its subsidiariessubsidiaries with any other Person; and (5) that is material to in the case of the Company or its subsidiariesonly, or (F) any agreement providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company PNC nor any of its subsidiaries subsidiaries, nor Seller nor any of its subsidiaries, is in default under any Company Material Contractmaterial contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements ANCX represents and other documents filed as exhibits warrants to its Regulatory Filings, as UBSH that: As of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (A) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-K, (2) K that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the case date of the Company, (A) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or businessthis Agreement, (B) that involves performance prohibits or restricts the conduct of services or delivery of goods or materials to, or expenditures by, the Company business by it or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, Subsidiaries or any such agreement, contract, arrangement, commitment of its personnel in any geographic area or understanding that is terminable on 60 days its or less notice without payment their ability to compete in any line of any termination fee or penaltybusiness, (C) with respect to the employment of an officer, director or consultant, including any directorsemployment, officersseverance, employees termination, consulting or consultantsretirement agreement, (D) that would be terminable other than by it or any of its Subsidiaries or under which a material payment obligation would arise or be accelerated, in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated herein (either alone or upon the occurrence of any additional acts or events), (E) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein, (F) pursuant to which ANCX or one of its Subsidiaries leases real property to or from any other Person, (G) for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $400,000 per year, (H) involves Intellectual Property (other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to its business or the business of any of its Subsidiaries, (I) relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than contracts pertaining to fully-secured repurchase agreement payables or trade payables and contracts relating to borrowings or guarantees made in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (EJ) containing a “most favored nation” clause relating to the provision of data processing, network communication or other similar term providing preferential pricing telecommunication services, (K) pursuant to which ANCX or treatment one of its Subsidiaries has agreed with any third party to a party change of control transaction such as an acquisition, divestiture or merger or contains a put, call or similar right involving the purchase or sale of any equity interests or assets of any Person and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other than the Company contingent obligations) that are still in effect, (L) that provides for indemnification by ANCX or its subsidiariesSubsidiaries of any Person, except for non-material contracts entered into in the ordinary course, or (M) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (A) through (L) above (any such being referred to as a an “Company ANCX Material Contract”). Neither With respect to each ANCX Material Contract: (W) the Company contract is in full force and effect, (X) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material ContractDefault thereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultDefault, (Y) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2017 to the date hereof and (Z) no other party to any such contract is, to its Knowledge, in Default in any material respect.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereofthis Agreement, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (collectively, "Material Contracts"), (i) that is a “"material contract” " within the meaning of Item 601(b)(10) of the SEC’s 's Regulation S-K, (2) in the case of the Company, (Aii) that contains (x) any non-competition restricts or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict limits in any respect way the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiariesSubsidiaries (including without limitation a non-compete or similar provision), (iii) to solicit customers that is a consulting agreement or data processing, software programming or licensing contract involving the manner in which, or the localities in which, all or payment of more than $25,000 per year (other than any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent such contracts which are terminable by it or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable Subsidiaries on 60 days or less notice without any required payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultantsother conditions, other than the condition of notice), (iv) that relates to the incurrence of indebtedness by it or any of its Subsidiaries (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta or the Federal Reserve Bank of Richmond discount window, securities sold under agreements to repurchase, and trade payables, in each case incurred in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ev) containing that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of it or its Subsidiaries, (vi) that involves the purchase or sale of assets with a “most favored nation” clause purchase price of $25,000 or other similar term providing preferential pricing more in any single case or treatment to a party $50,000 or more in all such cases (other than purchases and sales of investment securities and loans in the Company ordinary course of business consistent with past practice) or its subsidiaries(vii) that is material to the Company or its subsidiarieswith respect to, or (F) providing for the indemnification by the Company otherwise commits it or any of its subsidiaries of Subsidiaries to do, any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”foregoing. Neither the Company it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractcontract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of (1) Neither the date hereof, neither it Company nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any currently effective agreement, contract, arrangement, commitment or understanding (1A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, ; (2) in the case of the Company, (AB) that contains (x) any non-competition or exclusive dealing agreements is a credit agreement, note, bond, guarantee, mortgage, indenture, lease, or other agreement instrument or obligation pursuant to which purports to limit or restrict in any respect the ability of the Company or its subsidiaries “indebtedness” (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiariesas defined below) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries is outstanding or may be incurred; (orC) that is a collective bargaining agreement; (D) that is an employment or consulting agreement, following consummation contract or binding commitment providing for annual compensation or annual payments in excess of $250,000 in the transactions contemplated hereby, Parent current or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, future year; (BE) that involves performance is an agreement, contract or commitment of services indemnification or delivery guaranty not entered into in the Ordinary Course of goods Business providing for indemnification which would reasonably be expected to exceed $250,000, as well as any agreement, contract or materials to, commitment of indemnification or expenditures by, guaranty between the Company or any of its subsidiaries Subsidiaries and any of an amount their respective officers or value in excess of $200,000 over its remaining termdirectors, other than loans, funding arrangements and other transactions made in the ordinary course irrespective of the banking amount; (F) that is an agreement, contract or binding commitment containing any covenant directly or indirectly limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person, or sell any such agreement, contract, arrangement, commitment product or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild service (including any collective bargaining agreement), (E) containing a “most favored nation” clause clauses), or which, following the consummation of the Merger, could so limit Parent or any of its affiliates (including the Surviving Corporation), including any contract clause, mitigation plan, or other limitation with respect to “Organizational Conflicts of Interest,” as that term is used in Federal Acquisition Regulation Subpart 9.5; (G) that is a material partnership, joint venture, teaming or similar term providing preferential pricing agreement or treatment to arrangement; (H) that is a party (other than contract or agreement involving a standstill or similar obligation of the Company or any of its subsidiariesSubsidiaries to a third party; (I) the termination or cancellation of which by any other party thereto, or under which the acceleration of any obligation or the loss of any benefit, has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company; or (J) that contemplates or provides for actual or potential payments to or from the Company and/or any of its Subsidiaries in excess of $2,500,000 in the aggregate during the term thereof (each, other than to the extent it would include a Benefit Arrangement, a “Material Contract”). Section 3.01(k) of the Disclosure Schedule lists each of the Material Contracts that as of the date of this Agreement is material in effect or otherwise binding on the Company or any of its Subsidiaries or their respective properties or assets, other than those contracts or agreements that have been filed as exhibits to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services Regulatory Filings prior to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company)date of this Agreement. Each agreement, contract, arrangement, commitment or understanding For purposes of the type described in this Section 4.3(k3.01(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is in default under any Company Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements as set forth in Section 3.3(j) of its Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits on the exhibit list included in its latest annual report on Form 10-K filed prior to its Regulatory Filingsthe date of this Agreement), as of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-KK that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement, (2) in the case of the Company, (Aii) that contains (x) any non-competition prohibits or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect restricts the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent Subsidiaries or any of its subsidiariespersonnel in any geographic area or its or their ability to compete in any line of business, (iii) is with respect to employment of an officer or director or engagement of a consultant, including any employment, severance, termination, consulting or retirement agreement, (iv) that would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company terminable other than by it or any of its subsidiaries (orSubsidiaries or under which a material payment obligation would arise or be accelerated, following in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated hereby, Parent herein (either alone or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose upon the occurrence of any assets additional acts or businessevents), (Bv) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein and involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value payments in excess of $200,000 over per year, (vi) pursuant to which it or one of its remaining termSubsidiaries leases real property to or from any other person, (vii) for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $200,000 per year, (viii) involves Intellectual Property (other than loanscontracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to its business or the business of any of its Subsidiaries, funding arrangements (ix) relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than deposit liabilities, advances and other transactions made loans from the Federal Home Loan Bank of Atlanta, or contracts pertaining to fully-secured repurchase agreement payables or trade payables, in each case entered into in the ordinary course of the banking party’s business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ex) containing a “most favored nation” clause relating to the provision of data processing, network communication or other similar term providing preferential pricing technical services that is material to its business or treatment to a party the business of any of its Subsidiaries and involves payments in excess of $200,000 per year or (other than the Company or its subsidiariesxi) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (i) through (x) above (any such being referred to as a “Company Material Contract”). Neither With respect to each Material Contract: (A) the Company contract is in full force and effect, (B) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractthereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (C) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2019 to the date hereof, and (D) no other party to any such contract is, to its Knowledge, in default in any material respect.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as of the date hereofthis Agreement, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, (Aii) that contains (x) any non-competition restricts or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict limits in any respect way the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiariesSubsidiaries (including without limitation a non-compete or similar provision), (iii) to solicit customers that is a consulting agreement or data processing, software programming or licensing contract involving the manner in which, or the localities in which, all or payment of more than $25,000 per year (other than any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent such contracts which are terminable by it or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable Subsidiaries on 60 days or less notice without any required payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultantsother conditions, other than the condition of notice), (iv) that relates to the incurrence of indebtedness by it or any of its Subsidiaries (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ev) containing that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of it or its Subsidiaries, (vi) that involves the purchase or sale of assets with a “most favored nation” clause purchase price of $50,000 or other similar term providing preferential pricing more in any single case or treatment to a party $100,000 or more in all such cases (other than purchases and sales of investment securities and loans in the Company ordinary course of business consistent with past practice) or its subsidiaries(vii) that is material to the Company or its subsidiarieswith respect to, or (F) providing for the indemnification by the Company otherwise commits it or any of its subsidiaries of Subsidiaries to do, any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”foregoing. Neither the Company it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractcontract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as None of the date hereof, neither it nor Company or any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreementContract (whether written or oral) (any such Contract in the following categories, contract, arrangement, commitment or understanding a “Material Contract”): (1i) (A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case K and that has not been filed as an exhibit to one of the Company, Company SEC Reports; (AB) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of containing covenants binding upon the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement Subsidiaries that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit restrict the ability of the Company or any of its subsidiaries Subsidiaries (oror which, following the consummation of the transactions contemplated herebyMerger, Parent would materially restrict the ability of Parent, the Surviving Corporation or its Subsidiaries) to compete in any business or geographic area or which grant “most favored nation” status that, following the Merger, would apply to the Surviving Corporation or any of its subsidiariesSubsidiaries; (C) to own, operate, sell, transfer, pledge or otherwise dispose that could require the disposition of any material assets or businessline of business of the Company or its Subsidiaries or, after the Effective Time, the Surviving Corporation or any of its Subsidiaries; or (BD) that involves performance prohibits or limits the right of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount Subsidiaries to sell or value distribute any products or services in any material respect; (ii) (A) involving commitments to others to make capital expenditures or capital asset purchases or capital asset sales in excess of $200,000 over 50,000; or (B) involving any expenditures or commitments to purchase relating to information technology in excess of $25,000; (iii) relating to any direct or indirect indebtedness for borrowed money of the Company or any of its remaining termSubsidiaries (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other than loansundertakings on which others rely in extending credit, funding arrangements and other transactions made but excluding deposits received in the ordinary course of the banking business), or any such agreementconditional sales Contracts, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) chattel mortgages and other security arrangements with respect to the employment of personal property and any directors, officers, employees equipment lease agreements involving payments to or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is Subsidiaries in default under any Company Material Contract, and there has not occurred any event that, with excess of $500,000 over the lapse of time or the giving of notice or both, would constitute such a default.remaining term;

Material Contracts; Defaults. (i) Except for those agreements and other documents filed and listed as exhibits to its Regulatory Filings, CFC’s Securities Documents and as listed and described in Section 5.03(k)(i) of the date hereofCFC’s Disclosure Schedule, neither it CFC nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any contract, agreement, contractcommitment, arrangement, commitment understanding or understanding arrangement (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, whether written or oral): (A) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made in the ordinary course of the banking business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees employees, independent contractors or consultants; (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of CFC or any of its Subsidiaries to indemnification from CFC or any of its Subsidiaries; (C) which provides for the payment by CFC or any of its Subsidiaries of payments upon a merger, consolidation, acquisition, asset purchase, stock purchase or other than in business combination transaction involving CFC or any of its Subsidiaries, including but not limited to, the ordinary course of business consistent with past practice, Merger; (D) with or which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement; (E) which is a labor union or guild consulting agreement (including data processing, software programming and licensing contracts) not terminable on thirty (30) days or less notice; (F) which is a lease for any collective bargaining agreementreal or material personal property owned or presently used by CFC or any of its Subsidiaries; (G) which (1) restricts the conduct of their respective business or limits the freedom of CFC or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict CFC or any of its Subsidiaries after consummation of the Merger), (E2) containing a “most favored nation” clause restricts the ability of CFC or other similar term providing preferential pricing any of its Subsidiaries to disclose any confidential information, trade secrets or treatment proprietary information belonging to a party or provided by another Person, (other than 3) restricts the Company ability of CFC or any of its subsidiaries) that is material Subsidiaries to the Company solicit or its subsidiarieshire any Person, or (F4) providing for the indemnification by the Company requires exclusive referrals of business or its subsidiaries of any Person (other than customary agreements with vendors providing goods requires CFC or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is Subsidiaries to offer products or services on a priority or exclusive basis; (H) which relates to or evidences third-party indebtedness for borrowed money of such Person; (I) which has the effect of providing that the consummation of the Transaction or the execution, delivery or effectiveness of this Agreement and the Bank Merger Agreement will materially conflict with, result in a material violation or material breach of, or constitute a default under any Company Material Contract, and there has not occurred any event that, (with the or without notice or lapse of time or both) under, such contract, agreement, commitment, understanding or arrangement or give rise under such contract, agreement, commitment, understanding or arrangement to any right of, or result in, a termination, right of first refusal, material amendment, revocation, cancellation or material acceleration, or a loss of a material benefit or the giving creation of notice any material Lien upon any of the properties or bothassets of CFC or any of its Subsidiaries, would constitute or to any increased, accelerated or additional material rights or material entitlements of any Person; (J) which relates to the settlement or other resolution of any legal proceeding that has any continuing obligations, liabilities or restrictions; (K) which relates to the disposition or acquisition by CFC or any of its Subsidiaries, with obligations to third parties remaining to be performed or liabilities continuing after the date of this Agreement, of any material business or any material amount of assets; (L) which relates to a partnership or joint venture or similar arrangement; (M) which involves capital expenditures by CFC or any of its Subsidiaries; (N) which relates to licenses of Intellectual Property (whether CFC or any of its Subsidiaries is the licensor or licensee thereunder) material to its respective business; (O) which involves an “earn-out” agreement or similar arrangement; (P) which relates to future disposition or acquisition of any business enterprise or any interest in any business enterprise; or (Q) which are otherwise material to the business of CFC or any of its Subsidiaries (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of CFC’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of CFC’s and Cascade Bank’s (as applicable) execution, delivery or performance of this Agreement and Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such a defaultMaterial Contracts have been made available to Opus as of the date hereof.

Material Contracts; Defaults. Except for those agreements The Company has Previously Disclosed a complete and other documents filed as exhibits accurate list of all material Contracts to its Regulatory Filings, as of the date hereof, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company, (A) that contains (x) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiariesSubsidiaries is a party, including the following categories: (i) any Contract that (A) is not terminable at will both without cost or other liability to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiariesSubsidiaries and upon notice of ninety (90) is days or would be conducted less and (B) which provides for fees or other payments in excess of $150,000 per annum or in excess of $300,000 for the remaining term of the Contract; (yii) any agreement that grants Contract with a term beyond the Effective Time under which the Company or any right of first refusal its Subsidiaries created, incurred, assumed, or right guaranteed (or may create, incur, assume, or guarantee) indebtedness for borrowed money (including capitalized lease obligations); (iii) any Contract restricting the conduct of first offer business by the Company or similar right any of its Subsidiaries; (iv) any Contract to which the Company or that limits any of its Subsidiaries is a party, on the one hand, and under which any affiliate, officer, director, employee or purports to limit the ability equity holder of any of the Company or any of its subsidiaries Subsidiaries, on the other hand, is a party or beneficiary; (or, following consummation of the transactions contemplated hereby, Parent or v) any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, (B) that involves performance of services or delivery of goods or materials to, or expenditures by, Contract between the Company or any of its subsidiaries Subsidiaries and any insurance company which has authorized the Company or any of an amount or value in excess of $200,000 over its remaining term, other than loans, funding arrangements and other transactions made Subsidiaries to act as such insurance company's representative in the ordinary course sale, placement, writing or administration of the banking business, or insurance; (vi) any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) Contract with respect to the employment of of, or payment to, any present or former directors, officers, employees or consultants; (vii) any Contract involving the purchase or sale of assets with a book value greater than $300,000 entered into since December 31, other than in the ordinary course of business consistent 1996; and (viii) any Contract with past practice, (D) with or respect to a labor union or guild (including warehouse line of credit, any collective bargaining agreement), (E) containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than the Company or its subsidiaries) that is material to the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of Loan Servicing Agreement and any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”Investor Commitment. Neither the Company nor any of its subsidiaries Subsidiaries nor, to the Company's knowledge, any other party thereto is in default under any Company Material Contract, such Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.. (k)

Material Contracts; Defaults. (1) Except for those agreements and other documents filed as exhibits to its Regulatory Filings, as set forth in Section 3.01(k)(1) of the date hereofDisclosure Schedule, neither it the Company nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any currently effective agreement, contract, arrangement, commitment or understanding (1A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, ; (2) in the case of the Company, (AB) that contains (x) any non-competition or exclusive dealing agreements is a credit agreement, note, bond, guarantee, mortgage, indenture, lease, or other agreement instrument or obligation pursuant to which purports to limit or restrict in any respect the ability of the Company or its subsidiaries “indebtedness” (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiariesas defined below) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent or any of its subsidiaries) is or would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries Subsidiaries is outstanding or may be incurred; (orC) that is a collective bargaining agreement; (D) that is an employment or consulting agreement, following consummation contract or binding commitment providing for annual compensation or annual payments in excess of $250,000 in the transactions contemplated hereby, Parent current or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, future year; (BE) that involves performance is an agreement, contract or commitment of services indemnification or delivery guaranty not entered into in the Ordinary Course of goods Business providing for indemnification which would reasonably be expected to exceed $250,000, as well as any agreement, contract or materials to, commitment of indemnification or expenditures by, guaranty between the Company or any of its subsidiaries Subsidiaries and any of an amount their respective officers or value in excess of $200,000 over its remaining termdirectors, other than loans, funding arrangements and other transactions made in the ordinary course irrespective of the banking amount; (F) that is an agreement, contract or binding commitment containing any covenant directly or indirectly limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person, or sell any such agreement, contract, arrangement, commitment product or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild service (including any collective bargaining agreement), (E) containing a “most favored nation” clause clauses), or other which, following the consummation of the Merger, could so limit Parent or any of its affiliates (including the Surviving Corporation); (G) that is a material partnership, joint venture, teaming or similar term providing preferential pricing agreement or treatment to arrangement; (H) that is a party (other than contract or agreement involving a standstill or similar obligation of the Company or any of its subsidiariesSubsidiaries to a third party; (I) the termination or cancellation of which by any other party thereto, or under which the acceleration of any obligation or the loss of any benefit, has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company; or (J) that contemplates or provides for actual or potential payments to or from the Company and/or any of its Subsidiaries in excess of $2,500,000 in the aggregate during the term thereof (each, other than to the extent it would include a Benefit Arrangement, a “Material Contract”). Section 3.01(k)(1) of the Disclosure Schedule lists each of the Material Contracts that as of the date of this Agreement is material to in effect or otherwise binding on the Company or its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type described in this Section 4.3(k), whether or not Previously Disclosed, is referred to as a “Company Material Contract”. Neither the Company nor any of its subsidiaries is in default under any Company Material ContractSubsidiaries or their respective properties or assets. For purposes of this Section 3.01(k)(1), and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.“

Material Contracts; Defaults. Except for those agreements as set forth in Section 3.3(j) of its Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits on the exhibit list included in its latest annual report on Form 10-K filed prior to its Regulatory Filingsthe date of this Agreement), as of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-KK that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement, (2) in the case of the Company, (Aii) that contains (x) any non-competition prohibits or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect restricts the ability conduct of the Company or its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent business by it or any of its subsidiaries) to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its subsidiaries (or, following consummation of the transactions contemplated hereby, Parent Subsidiaries or any of its subsidiariespersonnel in any geographic area or its or their ability to compete in any line of business, (iii) is with respect to employment of an officer or director or engagement of a consultant, including any employment, severance, termination, consulting or retirement agreement, (iv) that would be conducted or (y) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company terminable other than by it or any of its subsidiaries (orSubsidiaries or under which a material payment obligation would arise or be accelerated, following in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated hereby, Parent herein (either alone or any of its subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose upon the occurrence of any assets additional acts or businessevents), (Bv) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein and involves performance of services or delivery of goods or materials to, or expenditures by, the Company or any of its subsidiaries of an amount or value payments in excess of $200,000 over per year, (vi) pursuant to which it or one of its remaining termSubsidiaries leases real property to or from any other person, (vii) for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $200,000 per year, (viii) involves Intellectual Property (as defined herein), other than loanscontracts entered into in the ordinary course with customers and “shrink-wrap” software licenses, funding arrangements that is material to its business or the business of any of its Subsidiaries, (ix) relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than deposit liabilities, advances and other transactions made loans from the Federal Home Loan Bank of Atlanta, or contracts pertaining to fully-secured repurchase agreement payables or trade payables, in each case entered into in the ordinary course of the banking party’s business, or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty, (C) with respect to the employment of any directors, officers, employees or consultants, other than in the ordinary course of business consistent with past practice, (D) with or to a labor union or guild (including any collective bargaining agreement), (Ex) containing a “most favored nation” clause relating to the provision of data processing, network communication or other similar term providing preferential pricing technical services that is material to its business or treatment to a party the business of any of its Subsidiaries and involves payments in excess of $200,000 per year or (other than the Company or its subsidiariesxi) that is material to the Company financial condition, results of operations or business of it or any of its subsidiaries, or (F) providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its subsidiaries where the potential indemnity obligations thereunder are Subsidiaries and not reasonably expected to be material to the Company). Each agreement, contract, arrangement, commitment or understanding of the type otherwise described in this Section 4.3(k), whether or not Previously Disclosed, is clauses (i) through (x) above (any such being referred to as a “Company Material Contract”). Neither With respect to each Material Contract: (A) the Company contract is in full force and effect, (B) neither it nor any of its subsidiaries Subsidiaries is in default under any Company Material Contractthereunder, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default, (C) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2019 to the date hereof, and (D) no other party to any such contract is, to its Knowledge, in default in any material respect.